Exhibit e(xiii) under Form N-1A
Exhibit 1 under Item 601/Reg.S-K
Trust name changed to The Wachovia Funds - 7/31/97
DISTRIBUTION AGREEMENT
This Distribution Agreement is made as of this 9th day of March, 1992,
between The Biltmore Funds, a Massachusetts business trust, (herein called the
"Trust") and FEDERATED SECURITIES CORP., Pennsylvania corporation (herein called
"FSC").
In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:
1. The Trust hereby appoints FSC as its agent to sell and distribute shares
of the Trust which may be offered in one or more series (the "Portfolios") or
classes (the "Classes") of shares (the "Shares") as described and set forth on
one or more exhibits to this Agreement, at the current public offering price
thereof as described and set forth in the current prospectus and statement of
additional information ("Prospectus") of the applicable Portfolio. FSC hereby
accepts such appointment and agrees to provide such other services for the
Trust, if any, and accept such compensation from the Trust, if any, as set forth
in the applicable exhibit to this Agreement. FSC shall have the right to sell
such Shares as are authorized for issue and registered under the Securities Act
of 1933, as amended ("1933 Act") and applicable state securities laws. The
rights granted to FSC shall be nonexclusive in that the Trust reserves the right
to sell its shares to investors on applications received and accepted by the
Trust. Further, the Trust reserves the right to issue shares in connection with
(a) the merger or consolidation, or acquisition by the Trust through purchase or
otherwise, with any other investment company, trust or personal holding company
and (b) a pro rata distribution directly to the holders of shares in the nature
of a stock dividend or split-up.
2. The sale of any Shares may be suspended without prior notice whenever in
the judgment of the Trust it is in its best interest to do so. In the event the
sale of any Shares is suspended, no further orders for Shares shall be processed
by FSC except such unconditional orders placed with FSC before it had knowledge
of the suspension. In addition, the Trust and FSC reserve the right to reject
any purchase order.
3. In consideration of these rights granted to FSC, FSC agrees to use all
reasonable efforts, consistent with its other business, to secure purchasers for
Shares. This shall not prevent FSC from entering into like arrangements with
other issuers. FSC agrees to use all reasonable efforts to ensure that taxpayer
identification numbers provided for record shareholders of the Trust are
correct.
4. Neither FSC nor any other person is authorized by the Trust to give any
information or to make any representation relative to any Shares other than
those contained in the Registration Statement, Prospectuses filed with the
Securities and Exchange Commission, as the same may be amended from time to
time, or in any supplemental information to said Prospectuses approved by the
Trust. FSC agrees that any other information or representations other than those
specified above which it or any broker or other person who purchases Shares
through FSC may make in connection with the offer or sale of Shares, shall be
made entirely without liability on the part of the Trust. No person, other than
FSC, is authorized to act as agent for the Trust for any purpose. FSC agrees
that in offering or selling Shares as agent of the Trust, it will, in all
respects, duly conform to all applicable state and federal laws and the rules
and regulations of the National Association of Securities Dealers, Inc.,
including its Rules of Fair Practice and any applicable filing and approval
requirements for sales literature. FSC will submit to the Trust, with a copy to
its counsel, copies of all sales literature before using the same and will not
use such sales literature if disapproved by the Trust or the appropriate
regulatory authorities, if applicable.
5. (a) The Trust shall pay all fees and expenses in connection with the
preparation, setting in type and filing of any Registration Statement,
Prospectus under the 1933 Act and any amendments thereto for the issue of its
shares, in connection with the registration and qualification of Shares for sale
in the various states in which the Board of Trustees of the Trust shall
determine it advisable to qualify such Shares for sales, registering the Trust
or Portfolio as a broker or dealer or any officer of the Trust as agent or
salesperson in any state, of preparing, setting in type, printing and mailing
any report or other communication to shareholders of the Trust in their capacity
as such, and of preparing, setting in type, printing and mailing Prospectuses
and any supplements thereto sent to existing shareholders.
(b) FSC may in its sole discretion pay such expenses as it deems
reasonable for distribution including printing and distributing Prospectuses and
reports prepared for its use in connection with the offering of the Shares for
sale to the public, any other literature used in connection with such offering,
and advertising and marketing materials in connection with such offering.
6. This Agreement shall continue in effect for one year from the date of
its execution (or in the case of a Portfolio or Class that is added to the Trust
following the date of such execution, the date that the applicable exhibit with
respect to such Portfolio or Class is added hereto) and thereafter for
successive periods of one year only if such continuance is approved at least
annually by (i) either the vote of a majority of the Trustees of the Trust, or
by the vote of a majority of the outstanding voting securities of the applicable
Portfolio or Class, and (ii) the vote of a majority of those Trustees of the
Trust who are not parties to this Agreement or interested persons of any party
and who have no direct or indirect financial interest in the operation of any
Plan of Distribution relating to the Trust or in any agreements related to such
Plan ("Disinterested Trustees"), cast in person at a meeting called for the
purpose of voting on the approval.
7. This Agreement may be terminated with regard to a particular Portfolio
or Class at any time, without the payment of any penalty, by the Trust by the
vote of a majority of the Disinterested Trustees or by a majority of the
outstanding voting securities of the particular Portfolio or Class on not more
than sixty (60) days' written notice to FSC. This Agreement may be terminated
with regard to a particular Portfolio or Class by FSC on sixty (60) days'
written notice to the Trust.
8. This Agreement may not be assigned by FSC and shall automatically
terminate in the event of an assignment by FSC as defined in the Investment
Company Act of 1940, as amended (the "1940 Act"), provided, however, that FSC
may employ such other person, persons, corporation or corporations as it shall
determine in order to assist it in carrying out its duties under this Agreement;
provided, however, that FSC shall be fully responsible to the Trust for the acts
and omissions of any such person or corporation as it is for its own acts and
omissions.
9. This Agreement may be amended at any time by mutual agreement in writing
of all the parties hereto, provided that such amendment is approved by (i) the
Trustees of the Trust or by a majority of the outstanding voting securities of
the particular Class and (ii) by a vote of a majority of the Disinterested
Trustees, cast in person at a meeting called for the purpose of voting on the
amendment.
10. This Agreement shall be construed in accordance with and governed by
the laws of the State of Pennsylvania; provided, however, that nothing herein
shall be construed in a manner inconsistent with the 1940 Act or any rule or
regulation promulgated by the Securities and Exchange Commission thereunder.
11. (a) Subject to the conditions set forth below, the Trust agrees to
indemnify and hold harmless FSC and each person, if any, who controls FSC within
the meaning of Section 15 of the 1933 Act and Section 20 of the Securities
Exchange Act of 1934, as amended ("1934 Act"), against any and all loss,
liability, claim, damage or expense whatsoever (including the reasonable cost of
investigating or defending any alleged loss, liability, damages, claim or
expense and reasonable counsel fees incurred in connection therewith) arising by
reason of any person acquiring any Shares, based upon the 1933 Act or any other
statute or common law, alleging any wrongful act of the Trust or any of its
employees or representatives, or based upon any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement,
Prospectuses, shareholder reports or other information filed or made public by
the Trust (as from time to time amended and supplemented) or the omission or
alleged omission therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading, unless such statement
or omission was made in reliance upon and in conformity with written information
furnished to the Trust by or on behalf of FSC or any person who controls FSC
within the meaning of Section 15 of the 1933 Act and Section 20 of the 1934 Act
expressly for use in the Registration Statement, Prospectuses, shareholder
reports or other information filed or made public by the Trust or any amendment
or supplement thereof.
If any action is brought against FSC or any controlling person thereof
with respect to which indemnity may be sought against the Trust pursuant to the
foregoing paragraph, FSC shall promptly notify the Trust in writing of the
institution of such action and, provided such notice has been given, the Trust
shall assume the defense of such action, including the employment of counsel
selected by the Trust and payment of expenses. FSC or any such controlling
person thereof shall have the right to employ separate counsel in any such case,
but the fees and expenses of such counsel shall be at the expense of FSC or such
controlling person unless the employment of such counsel shall have been
authorized in writing by the Trust in connection with the defense of such action
or the Trust shall not have employed counsel to have charge of the defense of
such action, in any of which events such fees and expenses shall be borne by the
Trust. Anything in this paragraph to the contrary notwithstanding, the Trust
shall not be liable for any settlement of any such claim or action effected
without its written consent. The Trust agrees promptly to notify FSC of the
commencement of any litigation or proceedings against the Trust or any of its
officers or Trustees or controlling persons in connection with the issuance or
sale of Shares or in connection with the Registration Statement, Prospectuses,
shareholder reports or other information filed or made public by the Trust.
(b) FSC agrees to indemnify and hold harmless the Trust, each of its
Trustees, each of its officers and each other person, if any, who controls the
Trust within the meaning of Section 15 of the 1933 Act, against any loss,
liability, damages, claim or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, damages, claim or
expense and reasonable counsel fees incurred in connection therewith) arising by
reason of any person acquiring any Shares, based upon the 1933 Act or any other
statute or common law, alleging any wrongful act of FSC or any of its employees
or representatives, or based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement,
Prospectuses, shareholder reports or other information filed or made public by
the Trust (as from time to time amended and supplemented) or the omission or
alleged omission therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading, insofar as such
statements or omissions were made in reliance upon, and in conformity with,
information furnished in writing to the Trust by or on behalf of FSC or any
person who controls FSC within the meaning of Section 15 of the 1933 Act and
Section 20 of the 1934 Act expressly for use in the Registration Statement, any
Prospectus, any shareholder report or other information filed or made public by
the Trust, or any amendment or supplement thereof, or arising out of any
information or representations other than those specified in Section 3 of this
Agreement by it or any broker or other person who purchases Shares through FSC.
In case any action shall be brought against the Trust or any other person so
indemnified based on the foregoing as described in this subsection (b), and with
respect to which indemnity may be sought against FSC, FSC shall have the rights
and duties given to the Trust, and the Trust and each other person so
indemnified shall have the rights and duties given to FSC by the provisions of
subsection (a) above.
(c) Nothing herein contained shall be deemed to protect any person
against liability to the Trust or its shareholders to which such person would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence by FSC in the performance of its duties or by reason of the reckless
disregard by FSC of its obligations and duties under this Agreement.
12. FSC is expressly put on notice of the limitation of liability as set
forth in the Declaration of Trust and agrees that the obligations assumed by the
Trust pursuant to this Agreement shall be limited in any case to the Trust and
its assets and that FSC shall not seek satisfaction of any such obligations from
the shareholders of the Trust, the Trustees, officers, employees or agents of
the Trust, or any of them.
13. FSC agrees to adopt compliance standards as to when each Class of
Shares may be sold to particular investors.
14. As used in this Agreement the terms "vote of a majority of the
outstanding voting securities" and "interested person" shall have the respective
meanings specified in the 1940 Act and the rules enacted thereunder as now in
effect or as hereafter amended.
All references to Biltmore changed to Wachovia - 7/31/97 Biltmore U.S.
Government Money Market Fund - withdrawn from registration
EXHIBIT A
The Biltmore Funds
Biltmore Money Market Fund (Institutional Shares)
Biltmore Tax-Free Money Market Fund (Institutional Shares)
Biltmore U.S. Government Money Market Fund (Institutional Shares)
Biltmore U.S. Treasury Money Market Fund (Institutional Shares)
In consideration of the mutual covenants set forth in the Distribution
Agreement dated March 9, 1992 between The Biltmore Funds and Federated
Securities Corp., The Biltmore Funds executes and delivers this Exhibit on
behalf of the Portfolios with respect to the separate Classes thereof first set
forth in this Exhibit.
Witness the due execution hereof this 9th day of March, 1992.
The Biltmore Funds
Attest: /s/Xxxxx X. Xxxxxxx By: /s/Xxxx X. XxXxxxxxx
Its: Secretary Its: President
FEDERATED SECURITIES CORP.
Attest: /s/S. Xxxxxxx Xxxxx By: /s/Xxxxxxx X. Xxxxxx
Its: Secretary Its: President
All references to Biltmore changed to Wachovia - 7/31/97 Biltmore U.S.
Government Money Market Fund - withdrawn from registration
EXHIBIT B
The Biltmore Funds
Biltmore Money Market Fund (Investment Shares)
Biltmore U.S. Government Money Market Fund (Investment Shares)
Biltmore Tax-Free Money Market Fund (Investment Shares)
The following provisions are hereby incorporated and made part of the
Distribution Agreement dated the 9th day of March, 1992, between The Biltmore
Funds and Federated Securities Corp. with respect to the Classes of the
Portfolios set forth above:
1. The Trust hereby appoints FSC to engage in activities principally
intended to result in the sale of shares of the Classes. Pursuant to this
appointment FSC is authorized to select a group of brokers ("Brokers") to sell
shares of the above-listed Classes ("Shares"), at the current offering price
thereof as described and set forth in the Prospectuses of the Trust, and to
render administrative support services to the Trust and its shareholders. In
addition, FSC is authorized to select a group of Administrators
("Administrators") to render administrative support services to the Trust and
its shareholders of the above-listed Classes.
2. Administrative support services may include, but are not limited to, the
following functions: (1) account openings: the Broker or Administrator
communicates account openings via computer terminals located on the Broker or
Administrator's premises, through a toll-free telephone number or otherwise; (2)
account closings: the Broker or Administrator similarly communicates account
closings; (3) purchase transactions: the Broker or Administrator similarly
communicates purchase transactions; (4) redemption transactions: the Broker or
Administrator similarly communicates redemption transactions; (5) transmittal of
funds: the Broker or Administrator wires funds and receives funds for Trust
share purchases and redemptions; (6) reconciliation activities: the Broker or
Administrator confirms and reconciles all transactions and reviews the activity
in the Trust's accounts; (7) training: the Broker or Administrator provides
training and supervision of its personnel; (8) interest posting: the Broker or
Administrator posts and reinvests dividends and other distributions to
shareholders; (9) prospectus and shareholder reports: the Broker or
Administrator maintains and distributes current copies of prospectuses,
statements of additional information and shareholder reports; (10)
advertisements: the Broker or Administrator advertises the availability of its
services and products; (11) design services: the Broker or Administrator
provides assistance in the design of materials to send to customers and in the
the development of methods of making such materials accessible to customers;
(12) consultation services: the Broker or Administrator provides information
about the product needs of customers; and (13) information services: the Broker
or Administrator responds to customers' and potential customers' questions about
the Trust.
3. During the term of this Agreement, the Trust may in its discretion, but
is not obligated to, pay FSC for services pursuant to this Agreement, a monthly
fee computed at an annual rate not to exceed 0.40% of the average aggregate net
asset value of the Portfolios of the Trust listed above, held during the month.
For the month in which this Agreement becomes effective or terminates, there
shall be an appropriate proration of any fee payable on the basis of the number
of days that the Agreement is in effect during the month.
4. FSC will enter into separate written agreements with various firms to
provide certain of the services in Paragraph One herein. FSC, in its sole
discretion, may pay Brokers and Administrators a periodic fee in respect of
Shares owned from time to time by their clients or customers. The schedules of
such fees and the basis upon which such fees will be paid shall be determined
from time to time by FSC in its sole discretion.
5. FSC will prepare reports to the Board of Trustees of the Trust on a
quarterly basis showing amounts paid to the various firms and the purpose for
such payments.
In consideration of the mutual covenants set forth in the Distribution
Agreement dated March 9, 1992 between The Biltmore Funds and Federated
Securities Corp., The Biltmore Funds executes and delivers this Exhibit on
behalf of the Portfolios with respect to the separate Classes thereof first set
forth in this Exhibit.
Witness the due execution hereof this 9th day of March, 1992.
The Biltmore Funds
Attest: /s/Xxxxx X. Xxxxxxx By: /s/Xxxx X. XxXxxxxxx
Its: Secretary Its: President
FEDERATED SECURITIES CORP.
Attest: /s/S. Xxxxxxx Xxxxx By: /s/Xxxxxxx X. Xxxxxx
Its: Secretary Its: President
Portfolio name changed to Wachovia Prime Cash Management Fund - 7/31/97
EXHIBIT C
The Biltmore Funds
DISTRIBUTION AGREEMENT
Biltmore Prime Cash Management Fund
In consideration of the mutual covenants set forth in the Distribution
Agreement dated March 9, 1992 between The Biltmore Funds and Federated
Securities Corp., The Biltmore Funds executes and delivers this Exhibit on
behalf of the Portfolios thereof first set forth in this Exhibit.
Witness the due execution hereof this 12th day of June, 1992.
The Biltmore Funds
Attest: /s/Xxxxx X. Xxxxxxx By: /s/Xxxx X. XxXxxxxxx
Its: Secretary Its: President
FEDERATED SECURITIES CORP.
Attest: /s/S. Xxxxxxx Xxxxx By: /s/Xxxxxxx X. Xxxxxx
Its: Secretary Its: President
Portfolio name changed to Wachovia U.S. Treasury Money Market Fund - 7/31/97
EXHIBIT D
The Biltmore Funds
Biltmore U.S. Treasury Money Market Fund (Investment Shares)
The following provisions are hereby incorporated and made part of the
Distribution Agreement dated the 9th day of March, 1992, between The Biltmore
Funds and Federated Securities Corp. with respect to the Classes of the
Portfolios set forth above:
1. The Trust hereby appoints FSC to engage in activities principally
intended to result in the sale of shares of the Classes. Pursuant to this
appointment FSC is authorized to select a group of brokers ("Brokers") to sell
shares of the above-listed Classes ("Shares"), at the current offering price
thereof as described and set forth in the Prospectuses of the Trust, and to
render administrative support services to the Trust and its shareholders. In
addition, FSC is authorized to select a group of Administrators
("Administrators") to render administrative support services to the Trust and
its shareholders of the above-listed Classes.
2. Administrative support services may include, but are not limited to, the
following functions: (1) account openings: the Broker or Administrator
communicates account openings via computer terminals located on the Broker or
Administrator's premises, through a toll-free telephone number or otherwise; (2)
account closings: the Broker or Administrator similarly communicates account
closings; (3) purchase transactions: the Broker or Administrator similarly
communicates purchase transactions; (4) redemption transactions: the Broker or
Administrator similarly communicates redemption transactions; (5) transmittal of
funds: the Broker or Administrator wires funds and receives funds for Trust
share purchases and redemptions; (6) reconciliation activities: the Broker or
Administrator confirms and reconciles all transactions and reviews the activity
in the Trust's accounts; (7) training: the Broker or Administrator provides
training and supervision of its personnel; (8) interest posting: the Broker or
Administrator posts and reinvests dividends and other distributions to
shareholders; (9) prospectus and shareholder reports: the Broker or
Administrator maintains and distributes current copies of prospectuses,
statements of additional information and shareholder reports; (10)
advertisements: the Broker or Administrator advertises the availability of its
services and products; (11) design services: the Broker or Administrator
provides assistance in the design of materials to send to customers and in the
the development of methods of making such materials accessible to customers;
(12) consultation services: the Broker or Administrator provides information
about the product needs of customers; and (13) information services: the Broker
or Administrator responds to customers' and potential customers' questions about
the Trust.
3. During the term of this Agreement, the Trust may in its discretion, but
is not obligated to, pay FSC for services pursuant to this Agreement, a monthly
fee computed at an annual rate not to exceed 0.40% of the average aggregate net
asset value of the Portfolios of the Trust listed above, held during the month.
For the month in which this Agreement becomes effective or terminates, there
shall be an appropriate proration of any fee payable on the basis of the number
of days that the Agreement is in effect during the month.
4. FSC will enter into separate written agreements with various firms to
provide certain of the services in Paragraph One herein. FSC, in its sole
discretion, may pay Brokers and Administrators a periodic fee in respect of
Shares owned from time to time by their clients or customers. The schedules of
such fees and the basis upon which such fees will be paid shall be determined
from time to time by FSC in its sole discretion.
5. FSC will prepare reports to the Board of Trustees of the Trust on a
quarterly basis showing amounts paid to the various firms and the purpose for
such payments.
In consideration of the mutual covenants set forth in the Distribution
Agreement dated March 9, 1992 between The Biltmore Funds and Federated
Securities Corp., The Biltmore Funds executes and delivers this Exhibit on
behalf of the Portfolios with respect to the separate Classes thereof first set
forth in this Exhibit.
Witness the due execution hereof this 31st day of January, 1993.
The Biltmore Funds
Attest: /s/Xxxxx X. Xxxxxxx By: /s/Xxxx X. XxXxxxxxx
Its: Secretary Its: President
FEDERATED SECURITIES CORP.
Attest: /s/S. Xxxxxxx Xxxxx By: /s/Xxxx X. Xxxxxx, XX
Its: Secretary Its: Executive Vice President
All references to Biltmore were changed to Wachovia - 7/31/97. Exhibit E
superseded by Exhibit I dated 6/6/96.
EXHIBIT E
The Biltmore Funds
Biltmore Balanced Fund
Biltmore Equity Fund
Biltmore Equity Index Fund
Biltmore Fixed Income Fund
Biltmore Short-Term Fixed Income Fund
In consideration of the mutual covenants set forth in the Distribution
Agreement (the "Agreement") dated March 9, 1992 between The Biltmore Funds and
Federated Securities Corp., ("FSC"), The Biltmore Funds executes and delivers
this Exhibit on behalf of the Portfolios first set forth in this Exhibit.
FSC shall retain the initial sales charge, if any, on purchases of shares
of the above Portfolios as set forth in The Biltmore Funds' Registration
Statement. FSC is authorized to collect the gross proceeds derived from the sale
of such shares, remit the net asset value thereof to the applicable Portfolio
upon receipt of the proceeds and retain the initial sales charge, if any.
FSC may reallow any or all of the initial sales charges which it is paid
under the Agreement to such brokers and other financial institutions as FSC may
from time to time determine.
Witness the due execution hereof this 3rd day of April, 1993.
The Biltmore Funds
Attest: /s/Xxxxx X. Xxxxxxx By: /s/Xxxx X. XxXxxxxxx
Its: Secretary Its: President
FEDERATED SECURITIES CORP.
Attest: /s/S. Xxxxxxx Xxxxx By: /s/Xxxxxx X. Xxxxxxxx
Its: Secretary Its: Executive Vice President
All references to Biltmore were changed to Wachovia - 7/31/97. Exhibit F
superseded by Exhibit I dated 6/6/96.
EXHIBIT F
The Biltmore Funds
Biltmore Special Values Fund
In consideration of the mutual covenants set forth in the Distribution
Agreement dated March 9, 1992 between The Biltmore Funds and Federated
Securities Corp., The Biltmore Funds executes and delivers this Exhibit on
behalf of the Portfolio first set forth in this Exhibit.
Witness the due execution hereof this 3rd day of April, 1993.
The Biltmore Funds
Attest: /s/Xxxxx X. Xxxxxxx By: /s/Xxxx X. XxXxxxxxx
Its: Secretary Its: President
FEDERATED SECURITIES CORP.
Attest: /s/S. Xxxxxxx Xxxxx By: /s/Xxxxxx X. Xxxxxxxx
Its: Secretary Its: Executive Vice President
All references to Biltmore were changed to Wachovia - 7/31/97. Exhibit G
superseded by Exhibit I dated 6/6/96.
EXHIBIT G
to the
Distribution Agreement
Biltmore Quantitative Equity Fund
In consideration of the mutual covenants set forth in the Distribution
Agreement (the "Agreement") dated March 9, 1992 between The Biltmore Funds and
Federated Securities Corp. ("FSC"), The Biltmore Funds executes and delivers
this Exhibit on behalf of the Portfolios first set forth in this Exhibit.
FSC shall retain the initial sales charge, if any, on purchases of
shares of the above Portfolios as set forth in The Biltmore Funds' Registration
Statement. FSC is authorized to collect the gross proceeds derived from the sale
of such shares, remit the net asset value thereof to the applicable Portfolio
upon receipt of the proceeds and retain the initial sales charge, if any.
FSC may reallow any or all of the initial sales charges which it is
paid under the Agreement to such brokers and other financial institutions as FSC
may from time to time determine.
Witness the due execution hereof this 1st day of January, 1994.
Attest: The Biltmore Funds
/s/ Xxxxxx X. Xxxxx By: /s/ Xxxx X. XxXxxxxxx
Secretary President
Attest: Federated Securities Corp.
/s/ S. Xxxxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxxxxx
Secretary Executive Vice President
All references to Biltmore were changed to Wachovia - 7/31/97. Exhibit H
superseded by Exhibit I dated 6/6/96.
EXHIBIT H
to the
Distribution Agreement
Biltmore Emerging Markets Fund
In consideration of the mutual covenants set forth in the Distribution
Agreement (the "Agreement") dated March 9, 1992 between The Biltmore Funds and
Federated Securities Corp. ("FSC"), The Biltmore Funds executes and delivers
this Exhibit on behalf of the Portfolios first set forth in this Exhibit.
FSC shall retain the initial sales charge, if any, on purchases of
shares of the above Portfolios as set forth in The Biltmore Funds' Registration
Statement. FSC is authorized to collect the gross proceeds derived from the sale
of such shares, remit the net asset value thereof to the applicable Portfolio
upon receipt of the proceeds and retain the initial sales charge, if any.
FSC may reallow any or all of the initial sales charges which it is
paid under the Agreement to such brokers and other financial institutions as FSC
may from time to time determine.
Witness the due execution hereof this 8th day of December, 1994.
Attest: The Biltmore Funds
/s/ Xxxxxx X. Xxxxx By: /s/ Xxxx X. XxXxxxxxx
Secretary President
Attest: Federated Securities Corp.
/s/ S. Xxxxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxxxxx
Secretary Executive Vice President
All references to Biltmore were changed to Wachovia - 7/31/97.
EXHIBIT I
to the
Distribution Agreement
THE BILTMORE FUNDS
Class A Shares*
Class Y Shares
Biltmore Balanced Fund
Biltmore Emerging Markets Fund
Biltmore Equity Fund
Biltmore Equity Index Fund
Biltmore Fixed Income Fund
Biltmore Quantitative Equity Fund
Biltmore Short-Term Fixed Income Fund
Biltmore Special Values Fund
In consideration of the mutual covenants set forth in the Distribution
Agreement (the "Agreement") dated March 9, 1992 between The Biltmore Funds and
Federated Securities Corp. ("FSC"), The Biltmore Funds executes and delivers
this Exhibit on behalf of the Portfolios first set forth in this Exhibit.
FSC shall retain the initial sales charge, if any, on purchases of
shares of the above Portfolios as set forth in The Biltmore Funds' Registration
Statement. FSC is authorized to collect the gross proceeds derived from the sale
of such shares, remit the net asset value thereof to the applicable Portfolio
upon receipt of the proceeds and retain the initial sales charge, if any.
FSC may reallow any or all of the initial sales charges which it is
paid under the Agreement to such brokers and other financial institutions as FSC
may from time to time determine.
Witness the due execution hereof this 6th day of June, 1996.
Attest: The Biltmore Funds
/s/ Xxxxx X. Xxxxxxx By:/s/ Xxxxxxx X. Xxxxx Xx.
Secretary Vice President
Attest: Federated Securities Corp.
/s/ Xxxxx X. Xxxxxx By:/s/ X X Xxxxxxxx
Secretary Executive Vice President
* This Exhibit supersedes Exhibits E, F, G and H with respect to the Class A
Shares.
All references to Biltmore were changed to Wachovia - 7/31/97.
EXHIBIT J
THE BILTMORE FUNDS
Class B Shares
Biltmore Balanced Fund
Biltmore Emerging Markets Fund
Biltmore Equity Fund
Biltmore Equity Index Fund
Biltmore Fixed Income Fund
Biltmore Quantitative Equity Fund
Biltmore Short-Term Fixed Income Fund
Biltmore Special Values Fund
The following provisions are hereby incorporated and made part of the
Distribution Agreement dated the 9th day of March, 1992, between The Biltmore
Funds and Federated Securities Corp. with respect to the Classes of the
Portfolios set forth above:
1. The Trust hereby appoints FSC to engage in activities principally
intended to result in the sale of shares of the Classes. Pursuant to this
appointment FSC is authorized to select a group of brokers ("Brokers") to sell
shares of the above-listed Classes ("Shares"), at the current offering price
thereof as described and set forth in the Prospectuses of the Trust, and to
render administrative support services to the Trust and its shareholders. In
addition, FSC is authorized to select a group of Administrators
("Administrators") to render administrative support services to the Trust and
its shareholders of the above-listed Classes.
2. Administrative support services may include, but are not limited to,
the following functions: (1) account openings: the Broker or Administrator
communicates account openings via computer terminals located on the Broker or
Administrator's premises, through a toll-free telephone number or otherwise; (2)
account closings: the Broker or Administrator similarly communicates account
closings; (3) purchase transactions: the Broker or Administrator similarly
communicates purchase transactions; (4) redemption transactions: the Broker or
Administrator similarly communicates redemption transactions; (5) transmittal of
funds: the Broker or Administrator wires funds and receives funds for Trust
share purchases and redemptions; (6) reconciliation activities: the Broker or
Administrator confirms and reconciles all transactions and reviews the activity
in the Trust's accounts; (7) training: the Broker or Administrator provides
training and supervision of its personnel; (8) interest posting: the Broker or
Administrator posts and reinvests dividends and other distributions to
shareholders; (9) prospectus and shareholder reports: the Broker or
Administrator maintains and distributes current copies of prospectuses,
statements of additional information and shareholder reports; (10)
advertisements: the Broker or Administrator advertises the availability of its
services and products; (11) design services: the Broker or Administrator
provides assistance in the design of materials to send to customers and in the
development of methods of making such materials accessible to customers; (12)
consultation services: the Broker or Administrator provides information about
the product needs of customers; and (13) information services: the Broker or
Administrator responds to customers' and potential customers' questions about
the Trust.
3. During the term of this Agreement, the Trust may in its discretion,
but is not obligated to, pay FSC for services pursuant to this Agreement, a
monthly fee computed at an annual rate not to exceed 0.75 of 1% of the average
net asset value of the Classes listed above, held during the month. For the
month in which this Agreement becomes effective or terminates, there shall be an
appropriate proration of any fee payable on the basis of the number of days that
the Agreement is in effect during the month.
4. FSC will enter into separate written agreements with various firms
to provide certain of the services in Paragraph One herein. FSC, in its sole
discretion, may pay Brokers and Administrators a periodic fee in respect of
Shares owned from time to time by their clients or customers. The schedules of
such fees and the basis upon which such fees will be paid shall be determined
from time to time by FSC in its sole discretion.
5. FSC will prepare reports to the Board of Trustees of the Trust on a
quarterly basis showing amounts paid to the various firms and the purpose for
such payments.
In consideration of the mutual covenants set forth in the Distribution
Agreement dated March 9, 1992 between The Biltmore Funds and Federated
Securities Corp., The Biltmore Funds executes and delivers this Exhibit on
behalf of the Portfolios with respect to the separate Classes thereof first set
forth in this Exhibit.
Witness the due execution hereof this 6th day of June, 1996.
The Biltmore Funds
Attest:/s/ Xxxxx X. Xxxxxxx By:/s/ Xxxx X. XxXxxxxxx
Its: Secretary Its: President
FEDERATED SECURITIES CORP.
Attest:/s/ Xxxxx X. Xxxxxx By:/s/ X X Xxxxxxxx
Its: Secretary Its:Executive Vice President
EXHIBIT K
to the
Distribution Agreement
THE WACHOVIA FUNDS
Class A Shares
Class Y Shares
Wachovia Growth & Income Fund
In consideration of the mutual covenants set forth in the Distribution
Agreement (the "Agreement") dated March 9, 1992 between The Wachovia Funds and
Federated Securities Corp. ("FSC"), The Wachovia Funds executes and delivers
this Exhibit on behalf of the Portfolios first set forth in this Exhibit.
FSC shall retain the initial sales charge, if any, on purchases of
shares of the above Portfolios as set forth in The Wachovia Funds' Registration
Statement. FSC is authorized to collect the gross proceeds derived from the sale
of such shares, remit the net asset value thereof to the applicable Portfolio
upon receipt of the proceeds and retain the initial sales charge, if any.
FSC may reallow any or all of the initial sales charges which it is
paid under the Agreement to such brokers and other financial institutions as FSC
may from time to time determine.
Witness the due execution hereof this 4th day of December, 1997.
The Wachovia Funds
By:/s/ Xxxxxxx X. Xxxxx, Xx.
Vice President
Federated Securities Corp.
By:/s/ Xxxxxx X. Xxxxxxxx
Executive Vice President
EXHIBIT L
to the Distribution Agreement
THE WACHOVIA FUNDS
Class B Shares
Wachovia Growth & Income Fund
The following provisions are hereby incorporated and made part of the
Distribution Agreement dated the 9th day of March, 1992, between The Wachovia
Funds and Federated Securities Corp. with respect to the Classes of the
Portfolios set forth above:
1. The Trust hereby appoints FSC to engage in activities principally
intended to result in the sale of shares of the Classes. Pursuant to this
appointment FSC is authorized to select a group of brokers ("Brokers") to sell
shares of the above-listed Classes ("Shares"), at the current offering price
thereof as described and set forth in the Prospectuses of the Trust, and to
render administrative support services to the Trust and its shareholders. In
addition, FSC is authorized to select a group of Administrators
("Administrators") to render administrative support services to the Trust and
its shareholders of the above-listed Classes.
2. Administrative support services may include, but are not limited to,
the following functions: (1) account openings: the Broker or Administrator
communicates account openings via computer terminals located on the Broker or
Administrator's premises, through a toll-free telephone number or otherwise; (2)
account closings: the Broker or Administrator similarly communicates account
closings; (3) purchase transactions: the Broker or Administrator similarly
communicates purchase transactions; (4) redemption transactions: the Broker or
Administrator similarly communicates redemption transactions; (5) transmittal of
funds: the Broker or Administrator wires funds and receives funds for Trust
share purchases and redemptions; (6) reconciliation activities: the Broker or
Administrator confirms and reconciles all transactions and reviews the activity
in the Trust's accounts; (7) training: the Broker or Administrator provides
training and supervision of its personnel; (8) interest posting: the Broker or
Administrator posts and reinvests dividends and other distributions to
shareholders; (9) prospectus and shareholder reports: the Broker or
Administrator maintains and distributes current copies of prospectuses,
statements of additional information and shareholder reports; (10)
advertisements: the Broker or Administrator advertises the availability of its
services and products; (11) design services: the Broker or Administrator
provides assistance in the design of materials to send to customers and in the
development of methods of making such materials accessible to customers; (12)
consultation services: the Broker or Administrator provides information about
the product needs of customers; and (13) information services: the Broker or
Administrator responds to customers' and potential customers' questions about
the Trust.
3. During the term of this Agreement, the Trust may in its discretion,
but is not obligated to, pay FSC for services pursuant to this Agreement, a
monthly fee computed at an annual rate not to exceed 0.75 of 1% of the average
net asset value of the Classes listed above, held during the month. For the
month in which this Agreement becomes effective or terminates, there shall be an
appropriate proration of any fee payable on the basis of the number of days that
the Agreement is in effect during the month.
4. FSC will enter into separate written agreements with various firms
to provide certain of the services in Paragraph One herein. FSC, in its sole
discretion, may pay Brokers and Administrators a periodic fee in respect of
Shares owned from time to time by their clients or customers. The schedules of
such fees and the basis upon which such fees will be paid shall be determined
from time to time by FSC in its sole discretion.
5. FSC will prepare reports to the Board of Trustees of the Trust on a
quarterly basis showing amounts paid to the various firms and the purpose for
such payments.
In consideration of the mutual covenants set forth in the Distribution
Agreement dated March 9, 1992 between The Wachovia Funds and Federated
Securities Corp., The Wachovia Funds executes and delivers this Exhibit on
behalf of the Portfolios with respect to the separate Classes thereof first set
forth in this Exhibit.
Witness the due execution hereof this 4th day of December, 1997.
The Wachovia Funds
By:/s/ Xxxxxxx X. Xxxxx, Xx.
Vice President
Federated Securities Corp.
By:/s/ Xxxxxx X. Xxxxxxxx
Executive Vice President
EXHIBIT M
to the
Distribution Agreement
THE WACHOVIA FUNDS
Class A Shares
Class Y Shares
Wachovia Intermediate Fixed Income Fund
In consideration of the mutual covenants set forth in the Distribution
Agreement (the "Agreement") dated March 9, 1992 between The Wachovia Funds and
Federated Securities Corp. ("FSC"), The Wachovia Funds executes and delivers
this Exhibit on behalf of the Portfolios first set forth in this Exhibit.
FSC shall retain the initial sales charge, if any, on purchases of
shares of the above Portfolios as set forth in The Wachovia Funds' Registration
Statement. FSC is authorized to collect the gross proceeds derived from the sale
of such shares, remit the net asset value thereof to the applicable Portfolio
upon receipt of the proceeds and retain the initial sales charge, if any.
FSC may reallow any or all of the initial sales charges which it is
paid under the Agreement to such brokers and other financial institutions as FSC
may from time to time determine.
Witness the due execution hereof this 4th day of March, 1998.
The Wachovia Funds
By:./s/ Xxxx X. XxXxxxxxx
Name: Xxxx X. XxXxxxxxx
Title: President
Federated Securities Corp.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
EXHIBIT N
to the Distribution Agreement
THE WACHOVIA FUNDS
Class B Shares
Wachovia Intermediate Fixed Income Fund
The following provisions are hereby incorporated and made part of the
Distribution Agreement dated the 9th day of March, 1992, between The Wachovia
Funds and Federated Securities Corp. with respect to the Classes of the
Portfolios set forth above:
1. The Trust hereby appoints FSC to engage in activities principally
intended to result in the sale of shares of the Classes. Pursuant to this
appointment FSC is authorized to select a group of brokers ("Brokers") to sell
shares of the above-listed Classes ("Shares"), at the current offering price
thereof as described and set forth in the Prospectuses of the Trust, and to
render administrative support services to the Trust and its shareholders. In
addition, FSC is authorized to select a group of Administrators
("Administrators") to render administrative support services to the Trust and
its shareholders of the above-listed Classes.
2. Administrative support services may include, but are not limited to,
the following functions: (1) account openings: the Broker or Administrator
communicates account openings via computer terminals located on the Broker or
Administrator's premises, through a toll-free telephone number or otherwise; (2)
account closings: the Broker or Administrator similarly communicates account
closings; (3) purchase transactions: the Broker or Administrator similarly
communicates purchase transactions; (4) redemption transactions: the Broker or
Administrator similarly communicates redemption transactions; (5) transmittal of
funds: the Broker or Administrator wires funds and receives funds for Trust
share purchases and redemptions; (6) reconciliation activities: the Broker or
Administrator confirms and reconciles all transactions and reviews the activity
in the Trust's accounts; (7) training: the Broker or Administrator provides
training and supervision of its personnel; (8) interest posting: the Broker or
Administrator posts and reinvests dividends and other distributions to
shareholders; (9) prospectus and shareholder reports: the Broker or
Administrator maintains and distributes current copies of prospectuses,
statements of additional information and shareholder reports; (10)
advertisements: the Broker or Administrator advertises the availability of its
services and products; (11) design services: the Broker or Administrator
provides assistance in the design of materials to send to customers and in the
development of methods of making such materials accessible to customers; (12)
consultation services: the Broker or Administrator provides information about
the product needs of customers; and (13) information services: the Broker or
Administrator responds to customers' and potential customers' questions about
the Trust.
3. During the term of this Agreement, the Trust may in its discretion,
but is not obligated to, pay FSC for services pursuant to this Agreement, a
monthly fee computed at an annual rate not to exceed 0.75 of 1% of the average
net asset value of the Classes listed above, held during the month. For the
month in which this Agreement becomes effective or terminates, there shall be an
appropriate proration of any fee payable on the basis of the number of days that
the Agreement is in effect during the month.
4. FSC will enter into separate written agreements with various firms
to provide certain of the services in Paragraph One herein. FSC, in its sole
discretion, may pay Brokers and Administrators a periodic fee in respect of
Shares owned from time to time by their clients or customers. The schedules of
such fees and the basis upon which such fees will be paid shall be determined
from time to time by FSC in its sole discretion.
5. FSC will prepare reports to the Board of Trustees of the Trust on a
quarterly basis showing amounts paid to the various firms and the purpose for
such payments.
In consideration of the mutual covenants set forth in the Distribution
Agreement dated March 9, 1992 between The Wachovia Funds and Federated
Securities Corp., The Wachovia Funds executes and delivers this Exhibit on
behalf of the Portfolios with respect to the separate Classes thereof first set
forth in this Exhibit.
Witness the due execution hereof this 4th day of March, 1998.
The Wachovia Funds
By:./s/ Xxxx X. XxXxxxxxx
Name: Xxxx X. XxXxxxxxx
Title: President
Federated Securities Corp.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
EXHIBIT O
to the
Distribution Agreement
THE WACHOVIA FUNDS
Class A Shares
Class Y Shares
Wachovia Personal Equity Fund
In consideration of the mutual covenants set forth in the Distribution
Agreement (the "Agreement") dated March 9, 1992 between The Wachovia Funds and
Federated Securities Corp. ("FSC"), The Wachovia Funds executes and delivers
this Exhibit on behalf of the Portfolios first set forth in this Exhibit.
FSC shall retain the initial sales charge, if any, on purchases of
shares of the above Portfolios as set forth in The Wachovia Funds' Registration
Statement. FSC is authorized to collect the gross proceeds derived from the sale
of such shares, remit the net asset value thereof to the applicable Portfolio
upon receipt of the proceeds and retain the initial sales charge, if any.
FSC may reallow any or all of the initial sales charges which it is
paid under the Agreement to such brokers and other financial institutions as FSC
may from time to time determine.
Witness the due execution hereof this 1st day of July, 1999.
The Wachovia Funds
By:./s/ Xxxxxxx X. Xxxxx, Xx.
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Vice President
Federated Securities Corp.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
EXHIBIT P
to the Distribution Agreement
THE WACHOVIA FUNDS
Class B Shares
Wachovia Personal Equity Fund
The following provisions are hereby incorporated and made part of the
Distribution Agreement dated the 9th day of March, 1992, between The Wachovia
Funds and Federated Securities Corp. with respect to the Classes of the
Portfolios set forth above:
1. The Trust hereby appoints FSC to engage in activities principally
intended to result in the sale of shares of the Classes. Pursuant to this
appointment FSC is authorized to select a group of brokers ("Brokers") to sell
shares of the above-listed Classes ("Shares"), at the current offering price
thereof as described and set forth in the Prospectuses of the Trust, and to
render administrative support services to the Trust and its shareholders. In
addition, FSC is authorized to select a group of Administrators
("Administrators") to render administrative support services to the Trust and
its shareholders of the above-listed Classes.
2. Administrative support services may include, but are not limited to,
the following functions: (1) account openings: the Broker or Administrator
communicates account openings via computer terminals located on the Broker or
Administrator's premises, through a toll-free telephone number or otherwise; (2)
account closings: the Broker or Administrator similarly communicates account
closings; (3) purchase transactions: the Broker or Administrator similarly
communicates purchase transactions; (4) redemption transactions: the Broker or
Administrator similarly communicates redemption transactions; (5) transmittal of
funds: the Broker or Administrator wires funds and receives funds for Trust
share purchases and redemptions; (6) reconciliation activities: the Broker or
Administrator confirms and reconciles all transactions and reviews the activity
in the Trust's accounts; (7) training: the Broker or Administrator provides
training and supervision of its personnel; (8) interest posting: the Broker or
Administrator posts and reinvests dividends and other distributions to
shareholders; (9) prospectus and shareholder reports: the Broker or
Administrator maintains and distributes current copies of prospectuses,
statements of additional information and shareholder reports; (10)
advertisements: the Broker or Administrator advertises the availability of its
services and products; (11) design services: the Broker or Administrator
provides assistance in the design of materials to send to customers and in the
development of methods of making such materials accessible to customers; (12)
consultation services: the Broker or Administrator provides information about
the product needs of customers; and (13) information services: the Broker or
Administrator responds to customers' and potential customers' questions about
the Trust.
3. During the term of this Agreement, the Trust may in its discretion,
but is not obligated to, pay FSC for services pursuant to this Agreement, a
monthly fee computed at an annual rate not to exceed 0.75 of 1% of the average
net asset value of the Classes listed above, held during the month. For the
month in which this Agreement becomes effective or terminates, there shall be an
appropriate proration of any fee payable on the basis of the number of days that
the Agreement is in effect during the month.
4. FSC will enter into separate written agreements with various firms
to provide certain of the services in Paragraph One herein. FSC, in its sole
discretion, may pay Brokers and Administrators a periodic fee in respect of
Shares owned from time to time by their clients or customers. The schedules of
such fees and the basis upon which such fees will be paid shall be determined
from time to time by FSC in its sole discretion.
5. FSC will prepare reports to the Board of Trustees of the Trust on a
quarterly basis showing amounts paid to the various firms and the purpose for
such payments.
In consideration of the mutual covenants set forth in the Distribution
Agreement dated March 9, 1992 between The Wachovia Funds and Federated
Securities Corp., The Wachovia Funds executes and delivers this Exhibit on
behalf of the Portfolios with respect to the separate Classes thereof first set
forth in this Exhibit.
Witness the due execution hereof this 1st day of July, 1999.
The Wachovia Funds
By:./s/ Xxxxxxx X. Xxxxx, Xx.
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Vice President
Federated Securities Corp.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
EXHIBIT Q
to the
Distribution Agreement
THE WACHOVIA FUNDS
Class A Shares
Class Y Shares
Wachovia Executive Equity Fund
In consideration of the mutual covenants set forth in the Distribution
Agreement (the "Agreement") dated March 9, 1992 between The Wachovia Funds and
Federated Securities Corp. ("FSC"), The Wachovia Funds executes and delivers
this Exhibit on behalf of the Portfolios first set forth in this Exhibit.
FSC shall retain the initial sales charge, if any, on purchases of
shares of the above Portfolios as set forth in The Wachovia Funds' Registration
Statement. FSC is authorized to collect the gross proceeds derived from the sale
of such shares, remit the net asset value thereof to the applicable Portfolio
upon receipt of the proceeds and retain the initial sales charge, if any.
FSC may reallow any or all of the initial sales charges which it is
paid under the Agreement to such brokers and other financial institutions as FSC
may from time to time determine.
Witness the due execution hereof this 3rd day of June, 1999.
The Wachovia Funds
By:./s/ Xxxxxxx X. Xxxxx, Xx.
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Vice President
Federated Securities Corp.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
EXHIBIT R
to the Distribution Agreement
THE WACHOVIA FUNDS
Class B Shares
Wachovia Executive Equity Fund
The following provisions are hereby incorporated and made part of the
Distribution Agreement dated the 9th day of March, 1992, between The Wachovia
Funds and Federated Securities Corp. with respect to the Classes of the
Portfolios set forth above:
1. The Trust hereby appoints FSC to engage in activities principally
intended to result in the sale of shares of the Classes. Pursuant to this
appointment FSC is authorized to select a group of brokers ("Brokers") to sell
shares of the above-listed Classes ("Shares"), at the current offering price
thereof as described and set forth in the Prospectuses of the Trust, and to
render administrative support services to the Trust and its shareholders. In
addition, FSC is authorized to select a group of Administrators
("Administrators") to render administrative support services to the Trust and
its shareholders of the above-listed Classes.
2. Administrative support services may include, but are not limited to,
the following functions: (1) account openings: the Broker or Administrator
communicates account openings via computer terminals located on the Broker or
Administrator's premises, through a toll-free telephone number or otherwise; (2)
account closings: the Broker or Administrator similarly communicates account
closings; (3) purchase transactions: the Broker or Administrator similarly
communicates purchase transactions; (4) redemption transactions: the Broker or
Administrator similarly communicates redemption transactions; (5) transmittal of
funds: the Broker or Administrator wires funds and receives funds for Trust
share purchases and redemptions; (6) reconciliation activities: the Broker or
Administrator confirms and reconciles all transactions and reviews the activity
in the Trust's accounts; (7) training: the Broker or Administrator provides
training and supervision of its personnel; (8) interest posting: the Broker or
Administrator posts and reinvests dividends and other distributions to
shareholders; (9) prospectus and shareholder reports: the Broker or
Administrator maintains and distributes current copies of prospectuses,
statements of additional information and shareholder reports; (10)
advertisements: the Broker or Administrator advertises the availability of its
services and products; (11) design services: the Broker or Administrator
provides assistance in the design of materials to send to customers and in the
development of methods of making such materials accessible to customers; (12)
consultation services: the Broker or Administrator provides information about
the product needs of customers; and (13) information services: the Broker or
Administrator responds to customers' and potential customers' questions about
the Trust.
3. During the term of this Agreement, the Trust may in its discretion,
but is not obligated to, pay FSC for services pursuant to this Agreement, a
monthly fee computed at an annual rate not to exceed 0.75 of 1% of the average
net asset value of the Classes listed above, held during the month. For the
month in which this Agreement becomes effective or terminates, there shall be an
appropriate proration of any fee payable on the basis of the number of days that
the Agreement is in effect during the month.
4. FSC will enter into separate written agreements with various firms
to provide certain of the services in Paragraph One herein. FSC, in its sole
discretion, may pay Brokers and Administrators a periodic fee in respect of
Shares owned from time to time by their clients or customers. The schedules of
such fees and the basis upon which such fees will be paid shall be determined
from time to time by FSC in its sole discretion.
5. FSC will prepare reports to the Board of Trustees of the Trust on a
quarterly basis showing amounts paid to the various firms and the purpose for
such payments.
In consideration of the mutual covenants set forth in the Distribution
Agreement dated March 9, 1992 between The Wachovia Funds and Federated
Securities Corp., The Wachovia Funds executes and delivers this Exhibit on
behalf of the Portfolios with respect to the separate Classes thereof first set
forth in this Exhibit.
Witness the due execution hereof this 3rd day of June, 1999.
The Wachovia Funds
By:./s/ Xxxxxxx X. Xxxxx, Xx.
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Vice President
Federated Securities Corp.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
EXHIBIT S
to the
Distribution Agreement
THE WACHOVIA FUNDS
Class A Shares
Class Y Shares
Wachovia Executive Fixed Income Fund
In consideration of the mutual covenants set forth in the Distribution
Agreement (the "Agreement") dated March 9, 1992 between The Wachovia Funds and
Federated Securities Corp. ("FSC"), The Wachovia Funds executes and delivers
this Exhibit on behalf of the Portfolios first set forth in this Exhibit.
FSC shall retain the initial sales charge, if any, on purchases of
shares of the above Portfolios as set forth in The Wachovia Funds' Registration
Statement. FSC is authorized to collect the gross proceeds derived from the sale
of such shares, remit the net asset value thereof to the applicable Portfolio
upon receipt of the proceeds and retain the initial sales charge, if any.
FSC may reallow any or all of the initial sales charges which it is
paid under the Agreement to such brokers and other financial institutions as FSC
may from time to time determine.
Witness the due execution hereof this 3rd day of June, 1999.
The Wachovia Funds
By:./s/ Xxxxxxx X. Xxxxx, Xx.
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Vice President
Federated Securities Corp.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
EXHIBIT T
to the Distribution Agreement
THE WACHOVIA FUNDS
Class B Shares
Wachovia Executive Fixed Income Fund
The following provisions are hereby incorporated and made part of the
Distribution Agreement dated the 9th day of March, 1992, between The Wachovia
Funds and Federated Securities Corp. with respect to the Classes of the
Portfolios set forth above:
1. The Trust hereby appoints FSC to engage in activities principally
intended to result in the sale of shares of the Classes. Pursuant to this
appointment FSC is authorized to select a group of brokers ("Brokers") to sell
shares of the above-listed Classes ("Shares"), at the current offering price
thereof as described and set forth in the Prospectuses of the Trust, and to
render administrative support services to the Trust and its shareholders. In
addition, FSC is authorized to select a group of Administrators
("Administrators") to render administrative support services to the Trust and
its shareholders of the above-listed Classes.
2. Administrative support services may include, but are not limited to,
the following functions: (1) account openings: the Broker or Administrator
communicates account openings via computer terminals located on the Broker or
Administrator's premises, through a toll-free telephone number or otherwise; (2)
account closings: the Broker or Administrator similarly communicates account
closings; (3) purchase transactions: the Broker or Administrator similarly
communicates purchase transactions; (4) redemption transactions: the Broker or
Administrator similarly communicates redemption transactions; (5) transmittal of
funds: the Broker or Administrator wires funds and receives funds for Trust
share purchases and redemptions; (6) reconciliation activities: the Broker or
Administrator confirms and reconciles all transactions and reviews the activity
in the Trust's accounts; (7) training: the Broker or Administrator provides
training and supervision of its personnel; (8) interest posting: the Broker or
Administrator posts and reinvests dividends and other distributions to
shareholders; (9) prospectus and shareholder reports: the Broker or
Administrator maintains and distributes current copies of prospectuses,
statements of additional information and shareholder reports; (10)
advertisements: the Broker or Administrator advertises the availability of its
services and products; (11) design services: the Broker or Administrator
provides assistance in the design of materials to send to customers and in the
development of methods of making such materials accessible to customers; (12)
consultation services: the Broker or Administrator provides information about
the product needs of customers; and (13) information services: the Broker or
Administrator responds to customers' and potential customers' questions about
the Trust.
3. During the term of this Agreement, the Trust may in its discretion,
but is not obligated to, pay FSC for services pursuant to this Agreement, a
monthly fee computed at an annual rate not to exceed 0.75 of 1% of the average
net asset value of the Classes listed above, held during the month. For the
month in which this Agreement becomes effective or terminates, there shall be an
appropriate proration of any fee payable on the basis of the number of days that
the Agreement is in effect during the month.
4. FSC will enter into separate written agreements with various firms
to provide certain of the services in Paragraph One herein. FSC, in its sole
discretion, may pay Brokers and Administrators a periodic fee in respect of
Shares owned from time to time by their clients or customers. The schedules of
such fees and the basis upon which such fees will be paid shall be determined
from time to time by FSC in its sole discretion.
5. FSC will prepare reports to the Board of Trustees of the Trust on a
quarterly basis showing amounts paid to the various firms and the purpose for
such payments.
In consideration of the mutual covenants set forth in the Distribution
Agreement dated March 9, 1992 between The Wachovia Funds and Federated
Securities Corp., The Wachovia Funds executes and delivers this Exhibit on
behalf of the Portfolios with respect to the separate Classes thereof first set
forth in this Exhibit.
Witness the due execution hereof this 3rd day of June, 1999.
The Wachovia Funds
By:./s/ Xxxxxxx X. Xxxxx, Xx.
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Vice President
Federated Securities Corp.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
